UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 1997
Commission file number: 33-26828
WINDSOR CAPITAL CORPORATION.
---------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 59-2754843
- ------------------------------------------------------------------------
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
1111 KANE CONCOURSE, SUITE 505, BAY HARBOR ISLANDS, FL 33154
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(Address of principal executive offices)
Registrant's telephone number, including area code (305) 864-3255
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X . No ___.
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 5,500,000 shares of common
stock, $.001 par value per share, were outstanding as of August 4, 1997
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Registrant's Financial Statements filed herewith are described
in Item 6.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS AND LIQUIDITY AND CAPITAL RESOURCES
The Company is seeking to acquire an operating company. The Company
anticipates that it will require minimal working capital in order to continue
the search for an operating company to acquire. The Company believes it has
sufficient assets and working capital to maintain its minimal operations. There
can be no assurance that the Company will be able to successfully complete the
acquisition of an operating company.
Item 6. EXHIBITS AND REPORTS OF FORM 8-K
FINANCIAL STATEMENTS
The following financial statements of the Company are included in this
report:
a. Balance Sheet as of June 30, 1997 and September 30,
1996;
b. Statement of Income for the three and nine months
ended June 30, 1997 and 1996;
c. Statement of Cash Flows for the nine months ended
June 30, 1997 and 1996; and
d. Notes to Financial Statements.
FORM 8-K
There were no reports filed on Form 8-K for the quarter ended June 30,
1997.
2
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
WINDSOR CAPITAL CORPORATION.
By: /S/ROBERT M. LEOPOLD
-------------------
Date: August 5, 1997 Robert M. Leopold
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/S/ ROBERT M. LEOPOLD President/Principal Executive
ROBERT M. LEOPOLD and Financial Officer and
Director August 5, 1997
3
<PAGE>
PART 1 - FINANCIAL INFORMATION
WINDSOR CAPITAL CORPORATION
BALANCE SHEET
(UNAUDITED)
ASSETS
JUNE 30, SEPTEMBER 30,
1997 1996
---------- ----------
Current assets
Cash $ 1,024 $ 1,174
Mutual funds, at market 618,060 521,294
----------- ----------
Total current assets $ 619,084 $ 522,368
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable 787 $ 6,085
Income taxes payable 3,000 -
---------- ----------
Total current liabilities 3,787 6,085
---------- ----------
Stockholders' equity
Preferred stock, $.01 par value
Authorized 10,000,000 shares
None issued or outstanding
Common stock, $.001 par value
Authorized 25,000,000 shares
5,500,000 shares issued and
outstanding 5,525 5,525
Additional paid in capital 339,725 339,725
Retained earnings 270,047 171,033
---------- ----------
615,297 516,283
$ 619,084 $ 522,368
========== ==========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
4
<PAGE>
STATEMENTS
WINDSOR CAPITAL CORPORATION
STATEMENT OF INCOME
(UNAUDITED)
NINE MONTHS THREE MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
1997 1996 1997 1996
---- ---- ---- ----
Revenues
Dividend income $ 32,736 $ 30,462 $11,117 $ 10,292
Interest income 8 10 2 4
-------- -------- ------- ---------
32,744 30,472 11,119 10,296
-------- -------- ------- ---------
Operating expenses 1,945 5,443 200 3,903
-------- -------- ------- ---------
30,799 24,919 10,919 6,393
-------- -------- ------- ---------
Other income (expenses)
Gain (loss) on sale
of marketable
securities 8,440 - 834
Unrealized gain (loss)
in marketable
securities 62,775 50,504 48,259 26,150
--------- --------- -------- ---------
71,215 50,504 49,093 26,150
--------- --------- -------- ---------
Income (loss) before income
taxes 102,014 75,423 60,012 32,543
Income tax 3,000 600 750 (100)
-------- -------- -------- ----------
Net income (loss) $ 99,014 $74,823 $ 59,262 $ 32,643
========= ========= ========= =========
Net income (loss) per
common share $ .018 $ .014 $ .011 $ .006
========= ========= ======== =========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
5
<PAGE>
WINDSOR CAPITAL CORPORATION
STATEMENT OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED
JUNE 30,
1997 1996
---- ----
Cash provided by (used for)
OPERATIONS
Net income (loss) $ 99,014 $ 74,823
Increase (decrease) in payables (2,298) (1,147)
--------- ---------
Net cash provided by (used for)
operations 96,716 73,676
--------- ---------
INVESTMENTS
(Increase) decrease in marketable
securities (96,766) (89,781)
--------- ---------
Net cash provided by (used for)
investments (96,766) (89,781)
--------- ---------
FINANCING
Increase (decrease) in loans
from brokers -
--------- ----------
Net cash provided by (used for)
financing activities -
--------- ----------
Net increase (decrease) in cash (50) (16,105)
Cash, beginning of period 1,174 16,575
--------- ----------
Cash, end of period $ 1,024 $ 470
========= ==========
$ 1,085 was paid out for interest or income taxes
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
6
<PAGE>
WINDSOR CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1: BASIS OF PRESENTATION
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
statement of results for the interim periods.
The results of operations for the three and nine months ended periods ended June
30, 1997 are not necessarily indicative of the results to be expected for the
full year.
7
<PAGE>
EXHIBIT INDEX
EXHIBIT
- -------
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> JUN-30-1997
<CASH> 1,024
<SECURITIES> 618,084
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 619,084
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 619,084
<CURRENT-LIABILITIES> 3,787
<BONDS> 0
0
0
<COMMON> 5,525
<OTHER-SE> 609,772
<TOTAL-LIABILITY-AND-EQUITY> 619,084
<SALES> 0
<TOTAL-REVENUES> 32,744
<CGS> 0
<TOTAL-COSTS> 1,945
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 102,014
<INCOME-CONTINUING> 99,014
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 99,014
<EPS-PRIMARY> .018
<EPS-DILUTED> .018
</TABLE>
